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LOAN AGREEMENT This Loan Agreement ("Agreement") is made and entered into this 5`1' day of March, 2024 ("Effective Date"), by and between the CITY OF REDLANDS, a California municipal corporation and general law city ("City"), and the REDLANDS HISTORICAL MUSEUM ASSOCIATION, a California nonprofit public benefit corporation ("Borrower"). City and Borrower are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, Borrower has requested that the City make a loan to the Borrower in the amount of One Million Dollars ($1,000,000) to provide funding for the completion of certain improvements associated with the construction of the proposed "Museum of Redlands;" WFIEREAS, City has found and determined that the loaning of funds to Borrower for the improvements to the "Museum of Redlands" serves a public purpose for the reason that the funds will facilitate the opening of a historical museum that will provide cultural enrichment to the Redlands community and contribute to the City's goals of enhancing tourism and economic development; and NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: AGREEMENT Section 1. Loan. City hereby loans to Borrower the sum of One Million Dollars ($1,000,000) (the "Loan"). The Loan shall be evidenced by that certain Promissory Note dated as of the date hereof, in the form attached hereto as Exhibit "A" and incorporated herein by this reference (the "Note"). The terms of the Loan, including the interest rate, the terms of repayment, and the maturity date, shall be as set forth in the Note. Section 2. Restrictions on Use of Loan Funds. Borrower warrants and represents that the Loan shall not be used for any activity that would violate city, state, or federal statutory or decisional law, and shall be expended solely for improvements Borrower proposes to make to the "Museum of Redlands," as more particularly described in Exhibit "B" (the "Improvement Work"). Section 3. Representations and Warranties. As an inducement to City to execute this Agreement and to disburse the proceeds of the Loan, Borrower represents and warrants to City that the following statements set forth in this Section 3 are true, correct, and complete in all material respects as of the date hereof and will be true, correct, and complete in all material respects until the Loan is paid in full: a) Borrower is a nonprofit public benefit corporation, duly organized and validly existing under the laws of the State of California, and is qualified to transact business in the State of California and in each jurisdiction where it is required to conduct its operations, and is in good standing in the State of California; b) Borrower is an organization exemption from taxation under Section 501(c)(3) of the Internal Revenue Code; 1 I:\emo\Agreements\Museum of Redlands Loan Agreement FY23-0048.docx-ms